Senior Vice President, Corporate Development Employment Agreement - Mr. G. Lee Bohs

Exhibit 10.1 May 10, 2006

Mr. G. Lee Bohs

Dear Lee:

I am pleased to offer you the position of Senior Vice President, Corporate Development for Nobel Learning Communities, Inc. (" NLCI" ), to be based at the home office in West Chester, PA. We would like you to start in your new position on May 22nd, 2006 at an annualized salary of $230,000, payable bi-weekly, one week in arrears. The position of Senior Vice President, Business Development reports directly to the Chief Executive Officer. The further details of the offer are as follows:

You will receive a car allowance of $500 per month. In addition, subject to approval of the Compensation Committee of the Board of Directors and subject to the terms and conditions of the 2004 Omnibus Incentive Equity Compensation Plan and the corresponding Form of Stock Option Agreement, you will be granted 50,000 stock options with an exercise price equal to the market price on your first day of employment in your new job. One-third of these options will vest on each anniversary of the grant date (over three years).

You will receive four (4) weeks of paid vacation per anniversary year, which will accrue immediately upon employment, and must be taken by your anniversary date in each year. You will also receive three (3) paid sick days per anniversary year, which will be accrued according to NLCI policy, commencing on the first of the month following 90 days of employment.

You will be eligible to participate in a bonus plan to be approved by the Board for fiscal year 2007 and beyond, at a target payout level of 50% of your salary. The amount of the bonus you will be eligible to receive under the bonus plan will be dependent on both corporate and individual achievement in excess of the plan, and will also be dependent upon satisfactory job performance as determined by the Chief Executive Officer. Due to your start date, you will not be eligible to participate in the fiscal 2006 bonus plan. However, you will receive a guaranteed signing bonus of $20,000 payable at the time the fiscal year 2006 bonus plan would be paid out if earned. You will be eligible to participate in any Long Term Incentive Compensation plan as approved by the Board.

You will be eligible to participate in a an annual salary review at the same time as all Senior Executives of NLCI generally, but acknowledge that any salary increase will be subject to any requirements then in effect for salaries of executive officers under the rules and regulations of Nasdaq or the Securities and Exchange Commission. The amount of your salary increase, if any, will not be pro rated and will reflect a conventional annual increase. Notwithstanding the foregoing, nothing contained herein shall in any manner obligate NLCI to make any increase or provide any additional compensation to you.

You will also be eligible for all other NLCI benefits generally available to Senior Executives, as such benefits may be in effect from time to time. The current benefits to which you are entitled are described in the enclosed Nobel Learning Communities, Inc. 2006 Employee Benefit Summary, Vice President/Executive Benefits, and you will be eligible to participate in all health and welfare benefits as of your first day of employment.

Should your employment be terminated by NLCI, you will receive as a severance payment ( unless the termination is for " Cause 1 ," or results from a " Change of Control 2" ) the greater of (a) six (6) months' salary and medical benefits, or (b) the amount of severance to which you become entitled under any new severance plan which may be adopted by the Company in the future and which, at the time of your termination, is either (i) generally applicable to all Vice Presidents of NLCI, or (ii) to which you have been added as a participant by NLCI' s Board of Directors or Chief Executive Officer. No severance payment will be made if you are terminated for Cause. If your employment is terminated by NLCI, without Cause, within six (6) months following any Change of Control, you will receive (in lieu of the foregoing severance amounts), twelve (12) months' salary and medical benefits as a severance payment. Notwithstanding any of the foregoing, however, if you accept subsequent employment or earn any amounts as a self-employed individual with respect to the period for which you might be entitled to receive any compensation and medical benefits from NLCI pursuant to this paragraph, the compensation and medical benefits to be paid by NLCI pursuant to this paragraph shall be reduced by such amounts. You agree to report promptly to NLCI any such amounts actually earned by you.

This offer letter is not intended to be, and is not, a contract of employment; but is a statement of the provisions and conditions under which NLCI shall employ you. Nothing contained in this offer letter shall restrict the right of either NLCI or you to terminate the employment relationship (which is legally considered one of employment-at-will) for any reason at any time.

As part of the terms and conditions of your employment with NLCI, you will be provided with a Noncompetition, Nonsolicitation and Confidentiality Agreement. In consideration of, and as a condition to, your employment in this position, you must execute and deliver to NLCI the Noncompetition, Nonsolicitation and Confidentiality Agreement. To acknowledge your acceptance of this offer, we ask that you sign a co ...